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Growth Companies, Access to Capital Markets and Corporate Governance GROWTH COMPANIES, ACCESS TO CAPITAL MARKETS AND CORPORATE GOVERNANCE OECD REPORT TO G20 FINANCE MINISTERS AND CENTRAL BANK GOVERNORS September 2015 Contacts: Mr. Mats Isaksson, OECD Corporate Affairs Division [Tel: +33 1 45 24 76 20 | [email protected]] or Mr. André Laboul, Deputy-Director, OECD Directorate for Financial and Enterprise Affairs [Tel: +33 1 45 24 91 27 | [email protected]] This analytical report is circulated under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of OECD member countries or of the G20. This report was submitted to the G20 IIWG meeting in Berlin on 20-21 August 2015, and is now transmitted to the September meeting of the G20 Finance Ministers and Central Bank Governors. This document and any map included herein are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area. © OECD 2015. Applications for permission to reproduce or translate all or part of this material should be made to: [email protected]. Growth Companies, Access to Capital Markets and Corporate Governance OECD Report to G20 TABLE OF CONTENTS EXECUTIVE SUMMARY……………………………………………………………………………. 4 PART I. INTRODUCTION AND OVERVIEW……………………………………………………… 6 1.1. Not all money is the same………………………………………………………………….. 7 1.2. Corporate use of public equity markets…………………………………………………… 10 1.3. Corporate use of bond markets……………………………………………………………. 13 1.4. Corporate governance and access to capital markets……..…………………………... 16 PART II. GROWTH COMPANIES USE OF PUBLIC EQUITY MARKETS…………………….. 22 2.1. Recent trends in primary public equity markets………………………………………….. 22 2.2. Public equity markets as a continuous source of financing…………………………….. 24 2.3. Sectoral breakdown of public equity financing…………………………………………… 27 2.4. Overcoming the information threshold……………………………………………………. 29 2.5. Getting the attention of large institutional investors……………………….....…………. 30 2.6. Changing business model of stock exchanges…………………………………………... 31 PART III. GROWTH COMPANIES USE OF CORPORATE BOND MARKETS………………. 35 3.1. The IPO and the use of corporate bond markets.………………………………………. 35 3.2. Recent trends in the primary corporate bond markets…………………………………. 37 3.3. Broadening of financing options…………………………………………………………… 38 3.4. Size matters………………………………………………………………………………….. 39 3.5. Overcoming the information barrier……………………………………………………….. 41 3.6. Bond investors……………………………………………………………………………….. 49 References……………………………………………………………………………………………. 52 Annex 1 - Methodology for data collection, classification and analysis………………………… 55 3 EXECUTIVE SUMMARY This report is about the relationship between corporate governance and corporate access to capital markets. The focus is on growth companies that have the potential to escape a static state of being a small or medium-sized enterprise. Based on company level data, the report provides an extensive empirical overview of how corporations enter and use public equity markets and corporate bond markets. It looks at the functioning of these markets, the investors that use them and the companies that provide them with services, such as credit ratings. From the perspective of growth companies, shortcomings and initiatives for improvements are identified and discussed. Growth companies play a critical role for economic development. Not least for economies that want to advance along the global value chains and where self-employment and SME employment primarily is a second best solution in the absence of larger firms that are more innovative, more productive and provide better paid jobs. But growth requires investment and long-term investment requires patient capital. It is therefore essential that companies that have the potential to grasp commercial opportunities of scale and scope have access to equity capital. The reason is that, compared to other forms of funding, equity capital allows companies to undertake forward looking investments with uncertain outcomes in tangible as well as intangible assets, such as research, development and innovation. In order to get access to public equity markets corporations need to meet investor expectations with respect to corporate governance practices. They need to establish a formal structure of procedures, rights and responsibilities that make investors willing to provide money and make the original owners willing to share ownership with a new circle of outsiders. The Principles of Corporate Governance (the Principles)1 provide the elements of such a framework. They also provide guidance for policy makers and regulators on how to assess, design and improve corporate governance related laws and regulation. The Principles provide recommendations in a number of critical areas such as the rights of shareholders, institutional investor practices, the functioning of stock markets, the role of stakeholders, corporate disclosure and the responsibilities of the board of directors. Importantly, they also address the quality of supervision and enforcement. Using data from more than 150,000 individual transactions, this report provides an overview of how corporations have used public equity markets and corporate bond markets. In emerging markets there is a marked increase in the number of companies that use public equity markets for the first time through an initial public offering (IPO). Since 2008, about half of all equity capital that has been raised through IPOs worldwide has been raised by companies from emerging markets. With respect to corporate governance, a large portion of these new publicly traded companies have a rather concentrated ownership structure with a dominant owner. 1 See (OECD, 2015b), OECD Report to G20: G20/OECD Principles of Corporate Governance 4 In advanced economies there are two major trends with respect to IPOs. First, there is a successive decrease in the number of new companies that use public equity markets as a source of funding. Between 2008 and 2014 there were on average 432 companies per year entering the stock market for the first time compared to 1,170 during the period 1994-2000 and 853 companies between 2001 and 2007. Second, the companies that actually use public stock markets tend to be larger than they used to be. These trends have raised concerns about growth companies access to public equity markets. The report discusses a number of factors that may explain this development. These include an increase in regulatory and compliance costs related to a stock exchange listing; the investment behaviour and incentives of institutional investors and other capital market intermediaries such as market makers, and; changes in the business models of the stock exchanges themselves. The report also shows that entering the public stock market is not only important with respect to the equity capital that companies can raise at the time of the initial public offering. Within four years after they first entered the stock market, 37% of smaller growth companies raised additional equity capital through a secondary public offering (SPO). Entering the stock market and establishing a formal corporate governance structure also increases the opportunities to tap other sources of capital, notably the corporate bond market. A vast majority of corporations that use corporate bond markets are already listed on a stock exchange or are a subsidiary of a listed company. Also, nearly 50% of all listed companies that issue corporate bonds for the very first time during the periods 5 years prior and after their IPO date do it within 3 years after they entered the stock market. While corporate bonds have become an increasingly important source of funding for corporations worldwide, the public corporate bond markets are still dominated by large established companies. The report looks at a number of possible barriers for smaller growth companies to issue bonds. These include the fee structures among service providers, such as rating agencies and underwriters; investment strategies among institutional investors and incentives among market makers. The report provides an update of national initiatives aiming to promote bond issues, including the promotion of private placements coupled with simplified procedures and documentation. This report illustrates the importance of good corporate governance for access to capital and greater financial flexibility. This is of particular importance to forward looking growth companies with a need for long-term investments that sometimes have an uncertain outcome. The Principles of Corporate Governance provides a useful benchmark for assessing and developing a corporate governance framework that serves this purpose. For the corporate governance framework to be effective however, it is also necessary to address the ability and willingness of investors and other market participants to make informed use of all the information and the rights that they are provided with. That would include a closer look at how growth companies are affected by the practices and incentives of ever larger institutional investors and financial market service providers but also by the functioning of stock and bond markets themselves. 5 PART I. INTRODUCTION AND OVERVIEW In market economies, the business corporation is a key engine for development and economic growth. Not only do societies rely on corporations for the everyday supply of goods and services. Through investments
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